RESTRICTED SHARE AGREEMENT
Exhibit 10.41
THIS RESTRICTED SHARE AGREEMENT (this "Agreement"), is made as of this 15th day of June, 2006, by and between Xxxxxxx Leisure Limited, a Bahamas international business company (the "Company"), and the undersigned member of the Company's Board of Directors (the "Board") ("Director").
- Grant of Restricted Shares. Pursuant to the Xxxxxxx Leisure Limited 2004 Equity Incentive Plan (the "Plan"), the Company hereby grants to Director, as of June 15, 2006 (the "Date of Grant"), __________, (_____) of the Company's common shares, par value (U.S.) $.01 per share (the "Shares"), subject to the following restrictions, terms and conditions (the "Restricted Shares"). Capitalized terms not otherwise defined herein shall have the same meaning as in the Plan.
- Period of Restriction and Vesting of Restricted Shares.
- Period of Restriction. All restrictions imposed by this Agreement and the Plan shall apply to the Restricted Shares until such Restricted Shares are vested (as provided in Section 2(b) hereof) (the period during which such restrictions apply is referred to herein as the "Period of Restriction"). Restricted Shares as to which the Period of Restriction has ended are referred to herein as "Vested Shares."
- Vesting. Subject to the last sentence of this Subsection (b) and to Section 4 hereof, the Restricted Shares shall become vested on the first anniversary of the Date of Grant. Notwithstanding the foregoing, in the event of a Change in Control of the Company, the Restricted Shares shall vest as of the date of such Change in Control.
- Transferability of Restricted Shares. Unless otherwise permitted by the Committee in its sole and absolute discretion, the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until they have become Vested Shares.
- Termination of Service. Upon the termination of the service of Director on the Board for any reason other than removal from the Board by the Board without cause, all Restricted Shares that are not Vested Shares shall be forfeited immediately;
- Certain Tax Actions. For United States taxpayers, if Director makes an election with respect to the Restricted Shares, if permitted under Code Section 83(b), Director must notify the Company in writing of such election within ten (10) days after filing such election with the Internal Revenue Service. There is a strict time limit with respect to the making of an election under Section 83(b). Director should consult with Director's tax advisor as to whether a Code Section 83(b) election should be filed by Director and as to other tax aspects of this grant of Restricted Shares. Director indemnifies and holds harmless the Company and its affiliates and the directors, officers, agents and representatives of the Company and its affiliates, respectively, for any tax, penalty or interest imposed on the Company or such other parties in connection with the grant or vesting of the Restricted Shares resulting from Director's failure to provide notice to the Company in accordance with this Section 5.
- Shareholder Rights. Director shall have no rights as a shareholder with respect to the Restricted Shares until the expiration of the Period of Restriction. Among other things, during the Period of Restriction, the Director shall have no voting rights or rights to dividends or other distributions (if any) with respect to the Restricted Shares. Upon the expiration of the Period of Restriction, the Director shall have all rights of a shareholder with respect to the Vested Shares.
- Adjustments Upon Changes in Capitalization, Etc. In the event of any change in the outstanding Shares of the Company by reason of any Share split, Share dividend, recapitalization, merger, consolidation, combination or exchange of Shares or other similar corporate change or in the event of any special distribution to the shareholders, the Committee shall make such equitable adjustments in the number of Restricted Shares as the Committee determines are necessary and appropriate. Any such adjustment shall be conclusive and binding for all purposes of the Plan.
- Restricted Shares Subject to Plan. The Restricted Shares awarded pursuant to the Plan are subject to all of the terms and conditions of the Plan, the terms of which are hereby expressly incorporated and made a part hereof. Any conflict between this Agreement and the Plan shall be controlled by, and settled in accordance with, the terms of the Plan. Director acknowledges that Director has received, read and understood the provisions of the Plan and agrees to be bound by its terms and conditions.
- Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Director or by the Company forthwith to the Committee, which shall review such dispute no later than at its next regular meeting or, if one or more Committee members deem that a conflict of interest would impair the decision of the Committee, such dispute shall be reviewed by the Board no later than at its next regular meeting.. The resolution of such a dispute by the Committee or the Board, as the case may be, shall be final and binding on the Company and on Director.
- Not a Contract of Employment. This Agreement shall not be deemed to constitute an agreement for services between the Company and Director.
- Notices. Any notice required or permitted hereunder shall be given in writing and deemed delivered when (i) personally delivered, (ii) sent by facsimile transmission and a confirmation of the transmission is received by the sender, or (iii) three (3) days after being deposited for delivery with a recognized overnight courier, such as Federal Express, and addressed or sent, as the case may be, to the address or facsimile number set forth below or to such other address or facsimile number as such party may in writing designate.
- Further Instruments. The parties agree to execute such further instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.
- Entire Agreement; Governing Law; Severability; etc. The Plan is incorporated herein by reference. This Agreement and the Plan constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Director with respect to the subject matter hereof and thereof, and shall be interpreted in accordance with, and shall be governed by, the laws of The Bahamas, subject to any applicable United States federal or state securities laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. This agreement may be executed in two counterparts, each of which shall be deemed to be an original, and both of which, together, shall constitute the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written.
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DIRECTOR: |
XXXXXXX LEISURE LIMITED |
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By: |
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Xxxxxxx Xxxxxxx Xx. V.P. and Chief Financial Officer |
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Address and Facsimile Number: |
Address and Facsimile Number: |
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c/x Xxxxxxx Management Services, LLC 000 Xxxxx Xxxxx Xxx., Xxxxx 000 Xxxxx Xxxxxx, Xxxxxxx 00000 Facsimile: (000) 000-0000 |
